Black Magic Woman
by Apoc326
Summary: Halloween is Blair's favorite holiday. Her enthusiasm gets on her roommate's nerves, so she thinks up a plan to decorate the last two rooms in the apartment. But things go very different from her plan. Lemon, Oneshot, SoulxMakaxBlair, Halloween treat


**Disclaimer: I do not own Soul Eater nor do I own "Black Magic Woman" by Santana or "Monster Mash" by Bobby Pickett**

**Editorial status: Rough, awaiting look-over.**

_**Black Magic Woman**_

* * *

><p>Pumpkins and Jack-O-Lanterns <em>fucking<em>_ everywhere_. Death City celebrated Halloween with the same zeal that it celebrates the famous person who lives there celebrates skulls: way over the top. Literally every building was adorned with bats, witches, pumpkins, Jack-O-Lanterns, skeletons, black cats, spiders, zombies, vampires, tombstones, ghosts, coffins and all the other symbols of the semi-macabre holiday.

As with Lord Death's nature, the city was more fun than terrifying. The holiday was for everyone, after all, not just the adults, so the atmosphere was kept fun. Sure, automated coffins would open and the robotic occupant would reach out to grab at a passerby, but it was more for a startle than an encounter requiring therapy and later-life alcohol consumption. Well, for the most part. Stein's house was either an homage to the _Saw_ series or the inspiration. Sid's place was a mausoleum to the departed with half-serious offers to show interested people how to become zombies. And, of course, Lord Death's mansion, and the DWMA, were filled with hidden scares that left most students neurotic about opening doors or cupboards.

Needless to say, Blair was having the time of her life. She did love Halloween more than any other holiday on Earth, going so far as to name her attacks and abilities after it. Much to the annoyance of her two roommates, Blair decked the halls with everything that was Halloween.

"Blair." Maka groaned as she opened the front door and saw that still _more_ pumpkins occupied the kitchen and hearing "Monster Mash" play for the umpteenth time that day. "Are you _done_ decorating yet?"

The cat in question pulled her head out of a box that sat in the middle of the kitchen. "Not yet! Nya!" She happily rummaged through the box that housed an seemingly infinite stock of decorations, her smile best described as "colon three".[1]

Maka sighed in frustration. "I'm going to be in my room until this blows over."

"Ok, Maka-chan!" Blair replied, Maka's annoyance passing right over her head.

Blair had attacked the task of decorating the apartment with the same sort of glee and determination normally described as the Christmas Spirit. The cat was seemingly possessed to go as over the top as possible in preparation for the Holiday as she could.

A mountain of candy purchased with a month's wages, and tips, from Chupacabra's was locked in a trunk and guarded by some of her spells. Soul had found this out the hard way when a five-foot Jack-O-Lantern appeared above him and crushed him one afternoon when he'd attempted to make a snack of the treats. He'd been pinned for hours until Blair came home.

"Nya? Soul, Why did you try and take the candy?" Blair had asked with her head tilted to one side in puzzlement after finding him pinned to the floor in her room.

"I just wanted a snack! Now get this damned thing off of me!" Soul lay on his stomach calmly under the pumpkin. He'd given up trying to get out from under the monstrosity hours ago.

"Now now, that candy is for the trick-or-treaters! You can have some on Halloween." Blair did her best to sound like she was scolding Soul, but honestly, looking at the scythe pinned under a giant pumpkin was a bit too funny.

"Come on Blair. I'm eighteen. I can't go trick-or-treating 'cause that would just be creepy. Now, _get__this__thing__off__of__me_!" He began thrashing again, trying to move the Jack-O-Lantern by sheer force of will.

"Pum-Pum-Pumpkin and up we go." Blair said, raising the giant pumpkin off of the hapless weapon. "And reset." The Jack-O-Lantern vanished, resetting the trap.

Soul sighed and hauled himself to his feet. "Thanks Blair." He stretched and cracked his back.

"Next time I won't be so nice." She pressed herself against him, making sure he felt her breasts, eager to see his cute reaction and nose bleed. "You'll have to stay here allll night." The cat said with an impish smile and a seductive tone.

Blair was not let down by Soul's reaction. "Whatever. Once is enough. Cool guys learn after the first time." He'd said as he left her room.

In addition to the zealous guarding of candy, every part of the apartment had been given the Halloween Touch. The only exceptions were Soul and Maka's rooms. Every time Blair tried to enter, she was promptly thrown out and every time she decorated the rooms while they were out, the ornaments had a tendency to be thrown at her with disturbing force and accuracy.

The kitchen was populated by an army of magically carved Jack-O-Lanterns. Black and orange streamers were affixed to the ceiling and eerily lifelike cobwebs and spiders hung in the corners. Hand-made ghosts hung magically in the air, floating slowly around the room, occasionally making soft, ethereal sounds.

The living room was outfitted with a bat theme. Store-bought bats had been enchanted to flutter around the room at night and roost in the corners during the day. Still more pumpkins sat on tables, the window sill and even on top of the TV.

The bathroom was an ode to tombstones. And Pumpkins. Blair _really_ liked pumpkins. Cutouts of grave markers with various sayings such as "R.I.P." and "Dearly Departed" hung on the walls. She'd even replaced the shower curtain with a semi-transparent tombstone-themed one she'd found at a store somewhere.[2]

Blair had no end of fun cooking up ways that only she could decorate. Her magical enchantments had been incredible to her two roommates, but after a few days of being buzzed by bats chasing imaginary insects while watching TV at night or followed around by ghosts while cooking, the two got a bit irritated. It had taken Blair a few hours to get all of the bats back in working order after Soul had missed the twist ending to the show he was watching because one had flown into his face. He'd launched a crusade against the plastic pests, assaulting them with every weapon he could find, more notably a lighter and can of hairspray and textbook he swung while shouting "Soul Chop!" The both actions ended with Maka Chops.

After an entire week of turning the apartment into a showcase of all things Halloween, Blair surveyed her work. Not bad at all, really. Even with Soul and Maka refusing to let her do their rooms as well, she was incredibly happy with how things had turned out. Besides, she had plans for how to get their rooms done for the day of Halloween itself. The cat smiled to herself deviously.

But first, her costume. Blair still hadn't decided on what to wear. There were plenty of things that she could dress up as; a nurse, a vampire, a pirate, a luau dancer, a maid, a devil, an angel... so many choices. She could always dress as a witch, but that never flew too well in this town. She could dress as a cat, but what's the fun in dressing like you do day after day? No, it had to be something that no one would see coming.

Blair threw herself on her bed after stuffing her endless box into the closet. She lay on her back and stared at the ceiling as she wracked her brain for an answer. And then, as truly great ideas usually do, the answer came to her in an instant. It was perfect. No one would _ever_ see it coming too!

Instead of a manic laugh or a cackle that normally accompanies a deviously brilliant idea, Blair smiled privately, staring absently at the ceiling. A slight blush crept to her cheeks and the smile broadened as she imagined how people would react, specifically a white haired boy whom she loved to tease.

The cat rolled onto her side and closed her eyes, imagining in more vivid detail what Soul's reaction would be.

"Nya~"

Blair's hands inched their way lower from her stomach as her fantasy played out in her head. However, as things usually do with Blair, the fantasy took a decidedly steamy turn when Soul recovered from his shock. Before she knew what was going on, Blair was laying with her face on the bed and her ass in the air, mimicking the way Soul had placed her in her fantasy, completely naked and her fingers working on her sopping wet pussy.

The sounds of her pleasure filled the room; moans, mewls of pleasure, cries of "Nya!" and Soul's name being called as her ecstasy mounted and her orgasm neared. When it did arrive, the pleasure exploded and arced through her body like electricity, arching her back and curling her toes. Blair's fingers ran on autopilot as her fantasy continued, sending orgasm after orgasm to smash over like a falling brick wall.

As the fog that had filled her mind faded, Blair awoke from her trance. In a flash, everything she'd done came back to her. Where had that come from? Of course she had always loved tormenting Soul, but that was because his reactions were so fun to see. Right?

Blair buried her face in the pillows and released a muffled sound of confusion.

Waking a sleeping cat with a loud, sudden noise is generally not smart for whomever made that loud noise. This is usually because of the cat's reaction, which is to jump and go into attack mode and claw the ever-loving shit out of whoever woke them up so rudely. Fortunately for the sound-maker, it wasn't a soft, fleshy thing; was the alarm clock set to go off at midnight, when it was officially Halloween.

"Oh, right." Blair smiled and relaxed her posture. "It's time to decorate Soul and Maka's rooms." The smile turned devious. She slid out of bed, stretched and uttered her incantation, bringing her costume into being. Blair checked herself in the mirror, striking various poses. She looked every bit as perfect as she had planned.

With her impish grin permanently plastered on her face, Blair quietly opened her door, revealing a darkened apartment. Good, the two DWMA students had already gone to bed. Blair stuffed the decidedly exhilarating and terrifying notion of sneaking into the room of a young man's room in the dead of night into a corner of her mind. As quietly as she stalks a mouse, the cat crept to Soul's door and slowly opened the door a few inches. The lights were off and the soft snoring of the scythe met her ears. Perfect. Blair opened the door entirely and slid into the room, as quiet as shadow moving over shadow.

She halted in the center of Soul's bedroom, surveying what she had to work with. The walls were covered in posters and his desk was littered with random odds and ends making it look like a junk drawer had vomited its contents on the desk. The night stand was littered with similar miscellanea while the floor was cluttered with dirty clothes awaiting a laundry day which may never come.

_I__ need __to__ clean __up__ first._ Blair thought to herself. "Pum-pum-pumpkin and clean up this mess." Blair whispered softly. Instantly the detritus around the room silently sprang to life and began to sort itself. Drawers opened and everything floated into a somewhat logically oriented order. Clothes leapt from the floor with only a whisper of cloth rasping against itself and flew into the hamper. In thirty seconds, Blair had done what all of Maka's badgering and nagging could never accomplish: Soul's room was clean. [3]

The cat looked around the room, satisfied with her handiwork. Now she could begin. "Pum-pum-pumpkin decorate the room." Blair whispered again. Decorations zoomed into the room through the open door from her box of ornaments and began to place themselves where Blair pointed. Pumpkins and Jack-O-Lanterns placed themselves around the room, paper streamers spread out from the ceiling light like the legs of a spider, posters changed to show pumpkins in various "cool" situations, plastic spiders crawled into places and set up artificial cobwebs and a small platoon of skeleton soldiers marched into the room and staged themselves in a mock battle on Soul's desk. [3]

And it was done. Soul's room was a shrine to all things fun-spirited Halloween. Once more Blair looked upon her work and saw that it was good. She had to stop herself from shouting with joy or celebration, lest she wake the sleeping weapon and invite his wrath.

Happy with a job completed successfully, Blair turned to quietly leave the room to start on Maka's bedroom. She nearly jumped out of her skin when her hand touched the doorknob and she heard Soul shift in his bed. She froze and looked over to the bed, seeing the boy laying on his side, facing her. His face was in the deepest of shadows, but he appeared to be sleeping. Blair sighed in relief and resumed her stealthy retreat.

"What, no 'Happy Halloween' or anything?" Soul's voice cut the silence of the room.

Blair fought to stop her heart from bursting through her chest in terror. "You're awake?" She managed in a small squeak.

"Yeah. Kinda hard to ignore half of my room coming to life, even if I was sleeping." The boy said sleepily. "So, what all did you do, I kinda want to see-" He clicked on his nightstand lamp and stopped mid-syllable.

Blair was dressed as a wolf. Not your average wolf costume by a long shot. Blair's normally revealing clothing had been replaced by a bikini-style outfit that bordered more on "erotic" than "clothing". The material was a matte grey, and covered just enough skin to pass public decency laws. Barely. She wore leg warmers crafted with long grey fur that stopped below her knees. A wolf's tail, that for all the world looked real, hung behind her, gently swaying from one side to another. Her ears had also received a cosmetic treatment to look like those of a wolf as well. Her face had been painted to give her more wolf-like features. Most striking of all was how her eyes glinted vulpinely from the semi-darkness of his doorway. [4]

Soul stared, his eyes growing wider and his mouth dropping further and further open. Blair smiled, enjoying his expression. She turned to fully face him, her entire body on display in the light. Her tail, which was indeed real, began to move back and forth faster in excitement. Any minute now, he could get his usual nosebleed and she could leave while he was temporarily incapacitated.

However, Soul merely stared. He didn't spew blood from his nostrils as perverted thoughts raced around his adolescent mind. Instead the blood flowed to an entirely different part of his anatomy, his lower brain kicking in and deciding that baser instincts came first tonight.

The smile slowly faded from Blair's face, concern replacing it. Had she actually broken his brain? He hadn't moved since his eyes had gone as wide as possible and his mouth hung slack.

"Soul?" She asked.

Her voice startled him from his thoughts. That was when he realized that he had a problem. He noticed a definite hardness in his groin and looked down, seeing his sheets tented. Blair followed his gaze and blushed a shade of crimson. Soul followed suit as he realized what he was seeing and embarrassment was determined to be the proper reaction. Soul promptly cursed himself for sleeping nude. It had been a great way to deter people from barging into his room, but now it was coming back to bite him in the ass.

Soul sat up quickly and covered himself with his hands. He fumbled for words but nothing more than half-formed words left his mouth. This was beyond uncool.

Blair walked slowly to his bedside, entranced by what she had seen. He'd gotten a reaction like this? This was just like what she had imagined earlier! She knelt down and looked at the madly blushing teenager, who refused to meet her gaze.

Still in a trance, she took Soul's chin with one hand and softly pressed her lips to Soul's. Her other hand moved towards his, easily brushing them aside and feeling the firmness beneath the sheets. Soul made no move to resist or to do anything for that matter. He sat there in a state of shock as Blair deepened the kiss, slipping her tongue into his mouth, while she began to gently stroke his cock.

Gradually the shock wore off and a primal portion of his brain took over, opting to go with wherever this was going. He began to return the kiss, much to Blair's delight, and reached out and grasped one of her breasts, much to her surprise. She whined into the kiss when he found her rapidly hardening nipple and gave it a soft squeeze.

Blair broke the kiss and smiled at him. "Someone's feeling brave." She said teasingly. the cat crawled up into the bed and straddled him, pressing her headed groin against his hardness. Soul groaned and ground his hips against hers in response, earning a soft mewl of pleasure from her. Blair returned her lips to his, hungrily kissing him as they ground their hips together.

Soul, emboldened by feeling a lot of moisture seeping through the material of her costume, placed a hand on her other breast and began to fondle it, experimentally teasing the wonderfully soft flesh. His other hand was placed on her hip, where it wandered back to her tail, which he was surprised to find was real.

He pulled back from the kiss. "You've got a tail?" He asked confused.

Blair looked confused for a moment and then laughed. "Of course, silly! I don't normally have it in my human form because it would be bad if someone were to grab it."

"Bad? How?" Soul asked challengingly as he grasped the appendage in his hand.

The cat froze, every muscle in her body tensed. Her eyes were squeezed shut as she tried to suppress and moan.

Soul chuckled, trying to regain his coolness. "Oh, I see. You get turned on when someone plays with it." He punctuated his statement with a very gentle tug on her tail followed by an experimental stroke.

Immediately the flow of moisture he was feeling on his dick increased and her body shuddered under the assault. Blair threw her head back and let loose a loud "Nya" of ecstasy. She waited for the near orgasm to pass and glared at Soul.

"That's mean, Soul." She pouted.

"So is sneaking into someone's room at night and decorating it when they don't want you to. We're even." Soul's normal cocky grin spread across his face, revealing his sharp teeth. Soul was surprised when Blair returned the smile, complete with the sharp teeth. She had really gone for total commitment on her costume.

She recaptured his lips and continued grinding her hips against his, moaning softly as he played with her tail.

As time passed, their hips began to move more and more rapidly, only two layers of cloth separating them from each other. Blair's moans came more and more rapidly as she sped the pace, rubbing herself along the length of Soul's erection. Finally, her body tensed as a powerful orgasm rocked her body. She loudly moaned his name and collapsed onto him, breathing heavily.

Soul wrapped his arms around her and kissed the side of her head where human ears would normally be. "Have fun?" He asked with a grin.

Blair looked at him with a grin. "We're just starting, Scythie Boy." She said as she slid off of the bed and threw back the sheet covering him. She stared for a moment, entranced by his member slick with her own juices and standing at full attention. Blair stood and slid the poor excuse of clothing from her body, leaving herself naked with the exclusion of the leg warmers.

Soul gaped at the vision before him. He'd seen Blair naked so many times that he got nosebleeds just trying to figure out just how many. But this, this was different. She'd never worn a smile like that. She almost looked like a wild animal approaching its cornered prey. Soul gulped hard as she straddled him again, her bare pussy, slick with her juices, rested along the underside of his cock.

"And now," Blair said as she rose to her knees, grasped his burning hot erection and lined it up with her opening. "The real fun starts." She lowered herself slowly onto him, her breath coming as a long, soft moan until she had finally taken all of him inside of her. Blair's moan was accompanied by a gasp from Soul as he felt what the inside of a woman felt for the first time and then a groan as he slid inside of her. The two remained motionless for a long moment, savoring the intimate contact.

"You ok?" Soul asked, a twinge of concern in his voice. She hadn't moved or made a sound since she had come to rest in his lap; her eyes remained closed and a look halfway between concentration and euphoria on her face.

The cat opened one eye. "Yeah. I just wasn't ready for the size." She opened her other eye and smiled at him. It was cute how he blushed when she'd complimented him, but it was the truth.

Slowly, Blair began to mover her hips up and down, sliding up and down the length of Soul's member. It wasn't long before she began to pant softly, the occasional moan proving too strong to contain. Soul would groan every time she slide all the way down, relishing the feeling of her warm walls rippling and contracting around him.

As can be counted on nearly as well as the eruptions of Old Faithful, Soul reached his limit far too quickly for his tastes. He gripped the sheets at his sides and held his eyes shut as he tried desperately to stave off his impending orgasm. Seeing his almost anguished look, Blair leaned forward and kissed him.

"Do it." She panted in his ear.

Soul needed no further encouragement. He relaxed muscles throughout his body and wrapped his arms around her and came deep inside. The orgasm was the most intense feeling that the young man had felt in the entirety of his existence. He held onto Blair for dear life as he shot what felt like buckets of his cum inside of her. The intensity of the orgasm was not one sided by any stretch. The feeling of Soul's warm seed spreading inside of her was more than enough to send Blair over the brink of her own orgasm.

The two cried out the name of their partner in the throes of their mutual orgasm with no regard for the time of night or who might hear. They honestly didn't care.

Blair slumped against Soul's scarred chest, breathing heavily. She savored the manly smell emanating from the body of the man she would have called a boy not an hour ago. Soul moved his hands over her body, marveling at the texture of her skin absently as his mind swam in a sea of endorphins.

"Blair, that was-" Soul began.

"Soul what the hell are you-!" Maka shouted as she stormed into his room in her pajamas.. She stopped dead when she saw Blair sitting astride her weapon and partner. It was readily apparent now what the hell had been going on, but the sheer shock of what she was seeing shorted out Maka's sleep-clouded mind. No one is ready to see something like that when they just woke up.

Slowly, Maka regained control of herself and stared at the two. Her face was a mixture of shock, surprise, hurt and jealously.

Blair and Soul stared at Maka with the perfect impression of the "deer in the deadlights" look. No matter what Maka did, it would hurt. A lot.

However, no violence came. Tears streaked down Maka's face. She'd lost. She'd finally lost to Blair over Soul. What was worse was that the girl knew that Blair was only pursuing Soul because she thought that he would be a cute plaything, and of course just to spite Maka. She'd thought the petty rivalry over the scythe had ended and been buried years ago, but she'd been wrong.

"So, you love _her_, do you?" Maka choked out between sobs as she sank to the floor, crying into her hands.

It took Soul all of a blink to realize everything that was going on, things that he'd been too stupid to see even though they were right in front of him. In that same amount of time Blair realized that her teasing of the two teens had been far too real for Maka. The poor girl had thought that Blair was actually trying to steal Soul away from her, and now her worst fears were seemingly coming true all because she couldn't control her urges.

In a synchronized motion rarely seen outside of weapon-meister pairs in soul resonance, Blair lifted herself from Soul's rapidly softening member as Soul sat up. The two walked over to the crying girl and embraced her.

The tender gesture caught Maka completely off guard. Her sobbing slowed as she looked into the eyes of her partner who knelt next to her. Maka saw the concern, tenderness, confliction and guilt in his eyes. He didn't need to say a single word to her.

"Soul..." She whispered, trying to understand what was going on.

Her weapon replied by softly, almost fearfully placing his lips against hers. Maka stared at him with wide eyes. His almost chaste kiss spoke volumes to her. He'd had feelings for her for so long, but he was afraid to act on them. He'd also developed feelings for Blair before tonight. He was so confused about what to do.

Maka closed her eyes and returned the kiss gently. Her head spun, unable to understand what was happening. Her own emotions and feelings were being thrown about like trailers in a tornado.

Soul slowly broke the kiss and pulled back. He placed a hand upon her cheek, gently wiping her tears away with his thumb.

"I'm sorry Maka." Soul said. "For all of this." He smiled ruefully.

"I'm sorry too, Maka." Blair said from the other side of the meister, still holding the girl in a tender embrace.

As if to throw the confused girl's head into an even more insane spin, Blair kissed Maka as tenderly as Soul had. This didn't stop Maka's eyes from nearly bulging out of her head. She was being kissed by Soul _and_Blair? What was going on? She couldn't make any sense out of it.

After a moment, the older woman broke the kiss, her face the color of a tomato. "I don't know why I did that... I feel so bad. I never knew you thought that I'd take Soul from you."

Soul stared. He'd never seen Blair act so serious. Nor had he ever seen two girls kiss in front of him like that. All he knew was that, emotional drama aside, that was one of the hottest things that he'd ever seen. He tired to surreptitiously shift his position to hide his renewed erection from Maka who likely wouldn't take that well.

However, Blair had seen Soul's reaction and had an idea of how to make everything up to Maka. It probably wasn't the best idea, but it was an idea. Using her embrace, she brought Maka to her feet, leading her towards the bed, where she laid the girl down.

Soul followed out of curiosity. There was _no_ way he was this lucky.

"Soul?" Blair asked, getting his attention. She gestured for him to get on the bed with Maka, who was now blushing furiously.

Soul's body complied while his mind tried to piece together just how this was happening. The scythe climbed onto his bed and over Maka, laying by her side. Blair did the same on her other side. It was a tight fit, but that hardly mattered at this point.

The weapon and meister stared into the other's eyes for a long moment. Moving at the pace of a glacier, they moved closer and their lips finally met in a loving kiss. Blair placed kisses on Maka's cheek and neck, the latter causing small shudders of pleasure to pass through the confused teen.

The kiss deepened as a hunger grew inside of Maka's being. She wanted Soul. The same way that Blair had had him, she wanted him. Blair occupied herself with kissing Maka's sensitive neck and running her hands over the girl's body. As Soul's tongue entered his meister's mouth, running over every surface, Blair unbuttoned the top of Maka's pajamas and placed her lips on one of Maka's hardening nipples. She responded by moaning into Soul's mouth and wrapping her arms around him, one hand on the back of his head, trying to deepen the kiss more.

Eager to make Maka feel good, Blair continued playing with her body, kissing and licking her nipples and tracing her fingertips across the tender flesh of her stomach. The cat grew adventurous and slid a hand under the waistband of Maka's pajamas and down to the girl's moistening womanhood. Maka flinched under Blair's touch but only intensified her kiss with Soul as one of Blair's fingers lightly ran over her clit and traced its way down and slid inside of her.

Maka broke the kiss with a gasp and a moan, her body shuddering with thrilling pleasure. Blair took the opportunity to kiss her softly. She was taken by surprise when Maka turned her hunger on her, pulling her into a kiss as passionate as the one she had shared with Soul. Not to be left out, the scythe placed a kiss on Maka's throat, earning a soft moan. He kissed his way down Maka's neck and chest until he reached her breasts, taking one in his hand and the other in his mouth.

The confusion and combined onslaught was almost too intense for Maka, who broke her kiss to moan softly once more. Her head was awash in a warm, gentle sea of pleasure. She didn't know what was happening or why, and she didn't much care. She felt so good, so _loved_ that it hardly seemed to matter.

Soul reclaimed Maka's lips, letting his fingers wander over her upper body, feeling the incredible softness of her skin. His hands always gravitated back to her nipples, gently squeezing and rubbing them.

The bliss from the gentle petting was so blinding that Maka hardly noticed that Blair had slipped off her pajama bottoms. Maka did notice when the woman slid her tongue along her clit. A fiery bolt of pleasure shot up her spine, making her back arch and her hands to clench, digging in to Soul's back. Maka nearly screamed into her kiss with Soul while he growled in a primal response to her clawing at his back.

Seeing Maka's reaction, Blair decided that she would do even more to make the meister feel good. The cat slid her tongue along Maka's slit and then thrust her tongue deep inside of her pussy. Once more a spasm of ecstasy flooded through Maka's body, this time as a powerful orgasm coursed through her, forcing her to break the kiss.

Soul stared at his meister in awe. He'd never dreamed that he would hear such absolutely erotic sounds come from the bookworms lips.

Blair crawled her way up Maka's still-trembling body and kissed her. Surprise managed to force its way into her bliss-filled mind. She could actually taste herself on the woman's lips and tongue.

Blair smiled, seeing Maka's reaction. "You taste good, Maka-chan." She said happily. "Want to have a taste, Soul?" She asked, turning to the scythe. Without waiting for an answer, she kissed him.

"Not bad." He smiled at Maka once he separated from Blair.

The meister flushed pink in embarrassment. "Soul..." She breathed. "I... I need you." She looked like she might die of shame saying it.

Soul kissed her lightly and moved himself into position. He lifted her legs so that one was over each of his shoulder and lined himself up with her glistening entrance. Maka shivered slightly, feeling his hardness touching her and then nodded.

The scythe slowly slid himself inside of his meister, grunting with the effort. She was incredibly tight, clenching down on him as though she was afraid he'd change his mind and pull out.

"Relax, Maka." Blair cooed in her ear and then kissed her again, using her hands to play with the girl's breasts and nipples.

Soul continued slowly sliding himself inside of Maka. She may have relaxed, but she was still so tight that he could hardly stand it. Finally, he bumped into her hymen, causing Maka to flinch. Soul waited a moment, letting her relax and prepare for what was coming.

With an encouraging hum from Blair, he forced himself inside of Maka. The girl cringed, her body tensing as she let out a squeal of shock and pain. Soul continued, sliding himself all the way inside of her. Blair pulled from her kiss and motioned for Soul to lean in. He took Maka's lips in a loving, passionate kiss. They were finally connected as much as was physically possible for two humans. This was love.

Blair leaned in, kissing the two on the cheek and nuzzling them gently. Correction, _this_ was love. Not in the normal sense, but sometimes, normal just isn't good enough.

"Soul..." Maka whispered once their lips parted. "You can move now."

The scythe began to slowly move his hips, withdrawing his cock from her before sliding it back inside. Maka winced at first, still sore from the loss of her virginity, but she urged Soul on with a pleading look. She needed this. She wanted to be as connected to him in body and soul.

Gradually, Soul increased the pace, moving himself faster and thrusting harder. Blair focused on Maka, kissing her softly on the neck and jaw, using her fingers to gently stroke Maka's clit in time with Soul's thrusts, greatly heightening the meister's pleasure. Not wanting to leave Blair out, Soul placed his hand on her tail, stroking the soft fur and earning mewls of delight from her.

The room was filled with panting and ragged breaths. The occasional moan of a name.

Soul lifted Maka's legs higher, allowing him to enter her more deeply. Maka nearly came when Soul first bumped into her cervix. Seeing her reaction, he slowed his pace, thrusting in completely, allowing his tip to kiss her deepest parts.

The constant attention from Soul and Blair soon proved to be too much for Maka to handle. She cried out their names repeatedly as her orgasm rose and finally spilled over, flooding her body with a blinding white bliss.

Soul followed shortly after, unable to resist her clenching walls as she came. He forced himself into her as deeply as possible and came inside of her. The intense sensation of being filled with his essence brought on another wave of pleasure over Maka, sending her into sensory overload.

Soul kissed her softly as he pulled himself from her. He lay down next to the semi-conscious girl, embracing her. Blair doing the same on the other side of Maka.

"Happy Halloween." Blair purred as she changed herself back into her normal form with an incantation.

"Yeah." Soul said absently, staring at Maka's fluttering eyelids before kissing his meister and Blair softly. "One hell of a Halloween."

* * *

><p><strong>[1] I hope I don't need to explain this one, but in the event that I do:<strong>

**1) Tilt your head to the left**

**2) Read " :3 " as a face**

**3) ?**

**4) PROFIT!**

**[2] In _Nine__to__Life_ I said that the shower was a stall type, that remains unchanged. It's just hard to put a shower curtain on something that doesn't have a place for a curtain to go, yes?**

**[3] If the words _Treguna __Mekoides__ and __Trecorum__ Satis __Dee_ didn't pass though your mind or you didn't envision _anything_ from _Bedknobs __and __Broomsticks_, you clearly had an empty childhood. So, here's your homework: track down a physical copy of this movie and watch it. Preferably today. Don't steal it because the movie is just so damned good that downloading it is a travesty.**

**[4] "But hold on!" You may be saying, "Blair doesn't have a tail and she looks like a nekomimi!" And unto you, I say "Magic." For reasons I'm about to explain, she keeps the tail hidden. As for looking like a wolf, she's a cat "with an insane amount of magic, Nya!" I'm playing with what her magic can do here. If she can transform from human to cat and vice versa, then she can damned well change what she looks like, to a degree, at the very least.**

* * *

><p><strong>AN: So, there is it: my Halloween treat to everyone who reads my work. I plan on doing a oneshot for every major U.S. holiday. Not all of them will be SoulxMaka, obviously, but sometimes something unrelated to NtL is good to read/write.**

**Happy Halloween everyone!**


End file.
